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Protecting Sherman's Lifeline 


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Protecting Sherman's Lifeline 

The Battles of Brices Cross Roads 
and Tupelo 1864 

by Edwin C. Bearss 

Office of Publications 

National Park Service 


Washington, D.C. 1971 

The spring and summer of 1864 found the attention 
of the people of the North and South focused on 
the fighting in Virginia and Georgia. In these 
States, mighty armies fought battles that were to decide 
whether the United States was to be one nation or two. 
Interwoven with and having important repercussions on 
the fighting in Georgia were military operations in north- 
east Mississippi designed to prevent a Confederate cav- 
alry corps under Gen. Nathan Bedford Forrest from 
striking into Middle Tennessee and destroying the 
single-track railroad over which Gen. William T. Sher- 
man's armies drew their supplies. The Battles of Brices 
Cross Roads and Tupelo were fought to protect that 

Landing , 


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/ 9 Booneville 
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JULYS*. Ellistown *JUNE10,1B64 

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JULY 10^ 



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STURGISL^ em P n ' s r Chattanooga 
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X 7JULY15,1864 

^Tupelo • 


/JULY 14, 1864 


Sturgis' Line of March 

A. J. Smith's Line of March 

Forrest's Line of March 




Scale in Miles 


By the spring of 1864 almost 3 years of bloodshed 
and heartbreak had passed since the firing on Fort 
Sumter signaled the beginning of the Civil War, 
and the terrible fratricidal struggle continued with few 
signs of abatement. In the West, an army led by Gen. 
Ulysses S. Grant, supported by the Navy, had won a 
series of victories and had forced the surrender of Vicks- 
burg in July 1863. The fall of Port Hudson a few days 
later gave Union forces control of the Mississippi River 
and divided the Confederacy. At Missionary Ridge, in 
the fourth week of November 1863, armies under Grant 
had driven the Confederates from the approaches to 
Chattanooga and recovered the initiative that had be- 
longed to the South in that region since the Battle of 
Chickamauga in September. But in the east, Gen. Robert 
E. Lee's Army of Northern Virginia, despite its costly 
defeat at Gettysburg, remained a powerful fighting ma- 
chine and guarded the approaches to Richmond. 

Because of Grant's successes in the west, President 
Abraham Lincoln brought him east and in March 1864 
gave him command of all United States armies. Vowing 
to defeat the Southern Confederacy, Grant proposed to 
employ the North's superior resources to grind it down 
in a war of attrition. The cost would be high, but the 
North could replace its losses while the South could not. 
In his planning, there was one factor that Grant could 
not overlook: if the major Confederate armies were still 
in the field in November, the electorate might send the 
Lincoln administration down to defeat at the polls. It 
was therefore crucial that Northern armies by November 
either defeat the South or score sweeping successes. A 
stalemate would be as bad a blow as a defeat. 

Grant proposed to concentrate all his efforts on the 


destruction of the two major Confederate armies and 
thus end the long, drawn-out war. He would personally 
oversee the movements of the forces whose goal was the 
defeat of General Lee's Army of Northern Virginia, 
maintaining his headquarters with the Army of the 
Potomac. In the west, Gen. William T. Sherman, who 
had succeeded Grant as commander of the Military 
Division of the Mississippi, was ordered to destroy Gen. 
Joseph E. Johnston's Army of Tennessee. 

On May 5, 1864, coordinating his movements with 
Grant's, Sherman put his armies in motion through the 
pine-clad hills of northwestern Georgia, skillfully em- 
ploying his superior numbers to outflank successive Con- 
federate positions and compelling Johnston to fall back 
again and again. But by May 25 the Federal advance had 
been checked, for the time being, in front of New Hope 
Church. Although he had thrust deeply into Confederate 
territory, Sherman had failed to defeat Johnston, as the 
Southern leader gave up ground to gain time. Sherman's 
troops battled their way forward, their supply lines 
lengthening and becoming increasingly vulnerable to 
Confederate cavalry raids. 

There were few cavalry leaders, North or South, whom 
Sherman respected; one was Nathan Bedford Forrest. A 
self-made man, Forrest had entered Confederate service 
as a private, and by repeated demonstrations of personal 
bravery, leadership, and audacity, he had risen to the 
rank of major general. 

Holding little respect for soldiers who fought by the 
book, Forrest attributed his many successes to the sim- 
ple fact that he "got there first with the most men." 
Powerfully built, he was ready to engage personally the 

Nathan Bedford Forrest. 
Bold and tenacious, a born 
fighter and a born leader 
of men, he was admired 
by military men both 
North and South. William 
T. Sherman, Forrest's 
principal protagonist, 
called him "the most re- 
markable man our civil 
war produced on either 
side. . . . He always 
seemed to know what I 
was doing or intended to 
do, while . . . I could never 
tell or form any satisfac- 
tory idea of what he was 
trying to accomplish." 

rtrtWte*- betfcwfl 


foe or to thrash any of his own men found malingering. 
No other American general has killed as many enemies 
with his own hand or has been wounded as often. His 
words of command as he led a charge were "Forward, 
men, and mix with 'em!" 

Concurrently, Forrest led a cavalry corps based in 
northeast Mississippi. His corps was effective because he 
used it as mounted infantry. The men rode horses and 
mules to the scene of action, but Forrest usually made 
them fight on foot. Unlike most cavalry units, his men 
worked hard and could wreck a railroad as efficiently as 
Sherman's infantry. As Sherman's supply line length- 
ened, the Federal commander feared that "that devil 
Forrest' ' would get into Middle Tennessee and break the 
railroads behind him. 

When General Forrest was in West Tennessee in 
March and April, Sherman telegraphed Gen. Cadwal- 
lader C. Washburn, the commander in Memphis, not to 
disturb the Confederate cavalryman, because he could 
do less harm by "cavorting over the country" there than 
elsewhere. Grant, however, could see that Forrest was 
recruiting his command while harassing and destroying 
isolated Union garrisons, and he directed Sherman to 
send enough troops to Memphis to chase Forrest back 
into Mississippi. 

The first task was to find an officer equal to the chal- 
lenge. Gen. Samuel D. Sturgis, a graduate of the U.S. 
Military Academy and an "old army" man, was chosen. 
A veteran of Wilson's Creek where he won promotion for 
"gallant and meritorious conduct," Sturgis had also 
served in the Army of the Potomac. In the winter of 
1863-64, he had been commended for his cavalry leader- 
ship in East Tennessee. He had a chance to test Forrest 

Samuel D. Sturgis. West 
Point graduate and Mex- 
ican War veteran, Sturgis 
had a reputation as a gal- 
lant and self-confident 
soldier. After the defeat 
at Brices Cross Roads, a 
court of inquiry was called 
to look into the "disaster" 
and investigate claims that 
he was intoxicated during 
the battle. No charges 
were ever filed against 
Sturgis, but he finished 
the war "awaiting orders." 


in the first week of May, as the Federals cleared the 
Confederates out of West Tennessee. His column, how- 
ever, moved too slowly and the Southerners outdistanced 
it. Reporting to his superiors on May 7, Sturgis wrote: 
"It was with the greatest reluctance that I resolved to 
abandon the chase. Although we could not catch the 
scoundrel we are at least rid of him." 

As Sherman's armies pressed deeper into Georgia, 
General Johnston knew that the only way to stop their 
advance was to destroy the Federal supply line — the rail- 
road from Nashville and Chattanooga. Accordingly, he 
appealed to Gen. Stephen D. Lee for help in breaking 
the line. 

Lee, a graduate of the U.S. Military Academy, com- 
manded the Department of Alabama, Mississippi, and 
East Louisiana. Destined at 30 to be the Confederacy's 
youngest lieutenant general, his dark hair, beard, and 
eyes gave him a cavalier look. He had been present when 
the first shot was fired at Fort Sumter and had served 
as an artillerist in the Army of Northern Virginia until 
after the Battle of Antietam in September 1862. He had 
then been transferred to the west and led an infantry 
brigade in Gen. John C. Pemberton's army at Vicksburg. 
After Pemberton's surrender in July 1863, Lee was ex- 
changed and placed in command of all the cavalry in 
Mississippi. He had assumed responsibility for the De- 
partment in May 1864 after the previous commander, 
Gen. Leonidas Polk, joined Johnston for the Georgia 

Responding to Johnston's plea, Lee ordered Forrest 
and his cavalry to advance into Middle Tennessee and 
wreck the Nashville & Chattanooga Railroad. Forrest 
moved promptly. On June 1, he rode out of Tupelo, 


Miss., with 2,000 specially chosen horsemen and a bat- 
tery of artillery. Three days later, at Russellville in north 
Alabama, Forrest was overtaken by a courier with a 
message from S. D. Lee reporting that a powerful Union 
column had left Memphis to invade Mississippi. Forrest 
was told to forget the Middle Tennessee raid and return 
to Tupelo. 

The Federals who had left Memphis were commanded 
by General Sturgis. They had been sent out by General 
Washburn in response to a call from Sherman to send a 
formidable expedition toward Tupelo, or in whatever di- 
rection Forrest happened to be. Sturgis' force, which 
moved out on June 1, mustered 4,800 infantry, 3,300 
cavalry, 400 artillerists with 22 cannon, and a large sup- 
ply train. The little army was organized into two divi- 
sions — one of infantry, the other cavalry. Gen. Benjamin 
H. Grierson, a former music teacher from Jacksonville, 
111., and now one of the North's best cavalrymen, led 
Sturgis' horse soldiers, many of whom were armed with 
seven-shot Spencer carbines. 

Sturgis was to strike the Mobile & Ohio Railroad at or 
near Corinth and destroy any force that might be posted 
there. He then was to proceed down the railroad, wreck 
it, at least as far as Okolona, and return to Memphis by 
way of Grenada. Forrest's corps, during this sweep, 
would be dispersed and destroyed, and the countryside 

On June 3, at Lamar, Sturgis' scouts told him that the 
Confederates had evacuated Corinth and retired down 
the railroad. Sturgis changed his line of march to inter- 
sect the railroad farther south. On the 4th, General 
Grierson, who had the lead, sent 400 of his horse soldiers 
racing eastward to Rienzi. The Federals reached the rail- 


road, but before they could do much damage some of 
Forrest's men turned and drove them off. 

Heavy rains pelted Sturgis' column as it bore south- 
eastward through an area that had been ravaged by 2 
years of raids and counter-raids. It was June 7 before 
Sturgis' infantry reached Ripley, 75 miles from Mem- 
phis. During the day, one of Grierson's brigades recon- 
noitered the New Albany Road and encountered a road- 
block manned by two regiments sent out by Forrest to 
feel for the Federals. In the meantime, Sturgis advanced 
down Guntown Road. By nightfall on the 9th his com- 
mand was concentrated and camped on Stubbs' farm, 
9 miles northeast of Brices Cross Roads. 

Forrest had returned to Tupelo from the aborted Mid- 
dle Tennessee raid on June 6. Told about the general 
direction of Sturgis* march and that the Federals had 
broken the railroad at Rienzi, Forrest ordered two bri- 
gades to that point. Col. Tyree Bell's Tennessee brigade 
stopped at Rienzi, while Col. Edward Rucker's continued 
on, scouting for Sturgis toward New Albany. Forrest, 
with his artillery and escort, took position at Booneville, 
where he was joined by Rucker on the evening of June 9. 
Forrest also had two brigades at Baldwyn. 

Gen. S. D. Lee reached Booneville on the 9th and went 
immediately to Forrest's headquarters for a briefing. 
After examining Forrest's troop returns and learning 
that his force numbered about 4,900 cavalry and 12 
cannon, he suggested that Forrest retire toward Okolona 
and let Sturgis push deeper into Mississippi and farther 
from his base before giving him battle. Forrest was to 
move out on June 10 in the direction of Brices Cross 
Roads and then on toward Okolona. S. D. Lee, accom- 
panied by two batteries of artillery, boarded a south- 


bound train for Okolona. 

That evening, June 9, Forrest called a number of his 
officers together. He told them that his spies had re- 
ported the Federals were encamped at Stubbs' farm, and 
that while he would prefer to get them into the open 
country where he could "get a good look at them," as 
Gen. S. D. Lee desired, the Confederates might be drawn 
into a battle before that could be realized. Orders were 
issued for the brigade and artillery commanders to have 
their men ready to ride before daylight and to push for- 
ward as rapidly as possible toward Brices Cross Roads. 

Torrential rains, which did not cease until after mid- 
night, turned the roads into ribbons of mud. When the 
sun rose, many knew that it would be one of those hot 
humid days which saps a man's vigor. As Forrest trav- 
eled with Rucker's brigade, he told Rucker he intended 
to attack Sturgis at Brices Cross Roads and outlined his 
battle plan: 

I know they greatly outnumber the troops I have at hand, but 
the road along which they will march is narrow and muddy; they 
will make slow progress. The country is densely wooded and the 
undergrowth so heavy that when we strike them they will not 
know how few men we have. Their cavalry will move out ahead 
of the infantry, and should reach the crossroads three hours in 
advance. We can whip their cavalry in that time. As soon as the 
fight opens they will send back to have the infantry hurried up. 
It is going to be as hot as hell, and coming on a run for five or 
six miles over such roads, their infantry will be so tired out we 
will ride right over them. 

Forrest then pushed ahead to join his advance brigade 
of Kentuckians commanded by Col. Hylan B. Lyon, an 
officer described by a Federal general as "a very rude and 
overbearing character." 

mmmM i 



"// any branch of the mil- 
itary service is feverish, 
adventurous and exciting, 
it is the Cavalry. . . . there 
is no music like that of 
the bugle, and no mono- 
tone so full of meaning as 
the clink of sabres, rising 
and falling with the dash- 
ing pace. Horse and rider 
become one . . . and the 
charge, the stroke, the 
crack of the carbines are 
so quick, vehement and 
dramatic that we seem to 
be watching the joust of 
tournaments or following 
\erce Saladin and Crusad- 
ers again." 

George A. Townsend, Civil War 
newspaper correspondent 

Unlike the Confederates, the Federals did not make an 
early start on June 10. It was 5:30 a.m. before Grierson's 
horse soldiers swung into their saddles and started down 
Guntown Road; it was 7 o'clock before the infantry 

Grierson's vanguard encountered, charged, and scat- 
tered enemy pickets guarding the narrow bridge across 
Tishomingo Creek. By 9:45 the Union cavalry held 
Brices Cross Roads, and one brigade had followed the 
retreating Confederates 1 mile along Baldwyn Road. At 
the edge of a field, the Federals reined up their horses 
when they sighted Lyon's vanguard on the opposite side 
of the field, 400 yards away. While two of his companies 
charged the surprised Yanks, Lyon dismounted and de- 
ployed his 800-man brigade. Grierson did likewise, form- 
ing his 3,200 horse soldiers to the left and right of the 
road. Like the Confederates, most of the Federals fought 
on foot. 

Forrest knew that he would have to gain and hold 
the initiative, or the "bulge," as he called it. Lyon's 
Kentuckians were advanced. For almost an hour, the 
Confederates drove forward, then retired, and advanced 
again. A great quantity of powder was burned and a few 
men killed or wounded, but General Grierson, unfortu- 
nately for the Union, had allowed himself to be bluffed 
by an inferior force. 

Rucker's brigade now came up on a trot and formed 
on Lyon's left. Once again, Forrest waved his men for- 
ward. There was the sharp crack of small arms and the 
roar of artillery as the Confederates moved forward. On 
Forrest's left one of his battalions advanced too far and 
was sent reeling. Another brigade arrived, and Forrest 
posted it on Lyon's right. As soon as the troopers had 

■ . 


Forrest's cavalrymen, fighting on foot, attack and 
drive back Grierson's dismounted cavalry division 
as the leading brigades of Sturgis' infantry reach 
the crossroads. 





Site ei initial clash between 
G^iei'sWtV vanguard and Lyon's 
Brigade fcrt route from Baldwyn. 


tip F 

# If T 



•I i r 


IF* # 





Union Lines 
Confederate Lines 
Union Movements 





Scale in feet 


After dispersing Grierson's horse soldiers, Forrest, 
reinforced by a newly arrived brigade, reforms his 
troopers to deal with Sturgis' infantry. Smashing 
attacks against the center and flank of the Union ^ 
lines send the Northerners reeling back through the 
crossroads and up the road to Ripley in retreat. £JI 









i 2d Tenn. , 









Union Lines 
Confederate Lines 
Union Movements' 



wW™ j 









Scale in feet 



dismounted, they feigned an attack on Grierson's left. 

It was now 11 o'clock, and, although Bell's brigade 
and the artillery had not reached the front, Forrest de- 
cided to assault Grierson. He rode along his line and en- 
couraged his men, telling them that he expected every- 
one to move forward when the signal was given. At the 
sound of the bugle, the dismounted cavalry stormed 
across the field toward the Federals. Grierson's men 
held their ground and blazed away. At one point, Ruck- 
er's brigade penetrated Grierson's line, but the Federals 
called up two reserve regiments to close the breach. As 
the Yanks rushed forward, Rucker shouted for his men 
to draw "their six-shooters and close with them hand-to- 
hand." (Each man in Forrest's corps was armed with a 
rifle-musket and two Colt's revolvers. Forrest refused to 
arm his enlisted men with sabers, because he considered 
them useless in the type of fighting he favored.) After a 
desperate struggle, the Federals were forced to retire 
closer to Brices Cross Roads. By 12:30 Forrest had 
whipped Grierson's cavalry. 

Grierson, on encountering the enemy, had sent a 
courier galloping to tell Sturgis that he had found the 
Confederates and needed help. As Forrest brought up 
fresh units and increased the pressure, Grierson repeated 
his plea for reinforcements with greater urgency. It was 
noon before Sturgis reached the field and after 1 p.m. 
before the advance columns of his infantry arrived 
though they had marched as fast as road and weather 
conditions would permit. They had tramped 9 miles 
since 7 o'clock; the "last three miles had been made at 
a trot, and the final mile at a double-quick." 

The 3,600 infantry and their three supporting bat- 
teries filed into position covering the crossroads, their 

"1 need hardly add that 
it is with feelings of the 
most profound pain and 
regret that I find myself 
called upon to record a 
defeat and the loss and 
suffering incident to a re- 
verse at a point so far dis- 
tant from the base of 
supplies and re-enforce- 
ments. Yet there is some 
consolation in knowing 
that the army fought 
nobly while it did fight, 
and only yielded to over- 
whelming numbers." 

Gen. Samuel D. Sturgis 



left extending well north of Baldwyn Road and their 
right anchored about 200 yards west of Guntown Road. 
Between the crossroads and the Tishomingo Creek 
bridge was Col. Edward Bouton's black reserve brigade 
and the army's trains. Covered by the infantry, Grierson 
sought to re-form his exhausted division. 

Colonel Bell's Tennessee brigade and Capt. John W. 
Morton's artillery now came up. The Confederate can- 
noneers, having traveled 18 miles, rode up at a trot, 
threw their eight guns into battery, and hammered away 
at Sturgis' masses with telling effect. The Union artiller- 
ists replied. Placing himself at the head of Bell's brigade, 
Forrest rode to the left, dismounted, and formed the 
newcomers. While Forrest was positioning Bell, the fight- 
ing ebbed. The only sounds were the occasional crack of 
a sharpshooter's rifle-musket, the rustle of underbrush 
as men moved about, and the hushed commands of offi- 
cers. The weather was stifling — there was not a cloud in 
the sky and the air was still. Several men had been felled 
by sunstroke. 

Forrest attacked. Because of the thick undergrowth 
covering most of the area, the Confederates were able to 
close to within a few paces of Sturgis' infantry. A crash- 
ing volley, however, sent part of Bell's battleline reeling 
back. The Federals called for a charge. Forrest's sixth 
sense had placed him at the key point. As he dis- 
mounted, he shouted for his escort to do likewise. Ac- 
companied by these daring fighters and with revolver in 
hand, he rushed the Federals. Additional men came up, 
and the counterattack was repulsed. In the hand-to-hand 
fighting, the bayonet of the Union infantry was no match 
for the heavy Colt's revolvers. The center of Sturgis' line 
crumbled, while the Confederate brigades on the right 


doubled back the Union left upon Ripley Road. 

Off to the northwest in the direction of Tishomingo 
Creek, the 2d Tennessee Regiment, sent out by Colonel 
Bell to attack Sturgis' left and rear, had reached its 
objective "just as the fighting seemed heaviest in front." 
To deceive the Federals about their strength, the Con- 
federates made a great commotion and a bugler galloped 
up and down the line sounding the charge. Not only did 
this show of force throw Sturgis' reserve brigade and the 
train guard into confusion, but Grierson sent off most of 
his cavalry to check the advance of the 2d Tennessee. 

Forrest knew that the crisis had come, and that now 
the battle must be won or lost. Riding along behind his 
line, he told his troops that the enemy was starting to 
give way and that another charge would win the day. 
He told his young chief of artillery, Captain Morton, to 
be ready to advance four of his guns, double-shotted 
with canister, to within pistol range of the Federals at 
the crossroads. When the bugle sounded, the Confed- 
erate battleline pressed forward. At the same time, Mor- 
ton's cannoneers drove their teams up the narrow coun- 
try road. At point-blank range, they unlimbered their 
pieces and fired double-shotted canister into Sturgis' in- 
fantry with frightful effect. After a brief but savage fight, 
the Federals were routed from the crossroads, with the 
loss of three cannon. 

General Sturgis grimly described this phase of the 

I now endeavered to get hold of the colored brigade which 
formed the guard of the wagon train. While traversing the short 
distance to where the head of that brigade should be found, the 
mainline began to give way at various points. Order soon gave 
way to confusion, and confusion to panic. The army drifted 


toward the rear and was beyond control. The road became 
crowded and jammed with troops, wagons and artillery sank into 
the deep mud and became inextricable. No power could check 
the panic-stricken mass as it swept towards the rear. 

Several regiments, among them the 55th and 59th U.S. 
Colored Troops, attempted to check the onrushing Con- 
federates; but assailed on the flanks, with Morton's guns 
sweeping their front with double-shotted canister, the 
Northerners broke. To add to the Federals' embarrass- 
ment, a fleeing teamster's wagon overturned on the 
narrow wooden bridge over rain-swollen Tishomingo 
Creek and the men were forced to climb over the wreck- 
age. In their frantic effort to escape, soldiers pushed 
comrades aside. Others, seeing it was hopeless to cross 
the bridge, attempted to wade or swim the creek. Many 
were drowned or shot as they floundered in the water. 

On reaching the bridge, Forrest's men cleared it by 
pushing the wagons and the dead and wounded teams 
into the creek. Meanwhile, Forrest's escort forded the 
stream about 400 yards south of the bridge and bore 
down on the flank of the panic-stricken Federals. A num- 
ber of prisoners were taken, along with some wagons. 
Although the sun was about to set, Forrest brought up 
his horse soldiers and personally took charge of the pur- 
suit. A mile beyond the bridge, some of Sturgis' infantry 
rallied, but Captain Morton brought up two guns and 
smashed this pocket of resistance. 

Throughout the night Forrest pressed the pursuit re- 
lentlessly. The morning of June 11 found the Federals 
passing through Ripley, 22 miles from Brices Cross 
Roads. Here Sturgis attempted to re-form his command. 
But the Confederates came up too soon, and the retreat 
was resumed. Not until he reached Salem at dark did 


Forrest call off the chase. Sturgis' column, which had 
taken 10 days to reach Brices Cross Roads, retreated to 
Memphis in 64 hours. Union casualties in the fight and 
retreat were 2,612. Forrest listed his losses at 493 killed 
and wounded. The Confederates captured 250 wagons 
and ambulances, 18 cannon, thousands of stands of arms 
and rounds of ammunition, as well as the Federals' bag- 
gage and supplies. 

A noted British soldier, Field Marshal, Viscount 
Wolseley, in commenting on Forrest's victory, called it 

a most remarkable achievement, well worth attention by the 
military student. He pursued the enemy from the battle for nigh 
sixty miles, killing numbers all the way. The battle and his long 
pursuit were all accomplished in the space of thirty hours. When 
another Federal General was dispatched to try what he could 
do against this terrible Southerner, the defeated Sturgis was 
overheard repeating to himself . . . "It can't be done, sir: it 
c-a-n-t be done!" Asked what he meant, the reply was, "They 
c'-a-n-'t whip old Forrest!" 



"The line officers and sol- 
diers deserve lasting 

praise for the manner in 
which they endured the 

hardships and fatigues of 
the campaign; marching 

ver dusty roads with only 

one-half or one-third 

rations, under a broiling 

sun, with little water, is 

certainly a severe test of 

their zeal and patriotism. 

All honor be to the noble 
j| \en whose breasts are the 
bulwarks of our nation." 

Gen. Andrew J. Smith 

The disaster at Brices Cross Roads had important 
repercussions on Union strategy in the West. In 
early June 1864, plans had been made for a joint 
Army-Navy attack on Mobile, Ala., Adm. David G. 
Farragut already was strengthening his fleet blockad- 
ing the entrance to Mobile Bay, and Gen. Edward R. S. 
Canby, commanding the Military Division of Western 
Mississippi, was concentrating a powerful army at New 
Orleans to be sent ashore at Pascagoula, Miss., and from 
there to strike overland at Mobile. To insure the success 
of his campaign, Canby counted on Gen. Andrew J. 
Smith and his two combat- tested infantry divisions. 

After participating in the Red River Campaign in the 
spring, Smith and his veterans had started up the Mis- 
sissippi River to reinforce Sherman in Georgia. Canby, 
however, convinced Sherman that Smith's corps should 
join him, and Smith was ordered to halt his troops at 
Memphis, preparatory to proceeding to New Orleans. 
Besides the force he was concentrating at New Orleans, 
Canby was massing several thousand cavalry near Baton 
Rouge. These horse soldiers were to strike eastward 
through southern Mississippi and cut the Mobile & Ohio 

Before Canby could complete his dispositions, word of 
Sturgis' defeat at Brices Cross Roads reached Union 
headquarters. Sherman fumed. He feared that Forrest 
would now advance into Middle Tennessee and destroy 
the railroad over which his armies received supplies and 
reinforcements. He would have to send another column 
into northeast Mississippi to seek out and destroy For- 
rest's cavalry corps. This force would be led by an officer 
in whom Sherman had confidence — A. J. Smith. Canby 
would have to forgo, at least for the time being, his 
attack on Mobile. 


Smith, a Pennsylvanian, had graduated from the U.S. 
Military Academy in 1838. An "old army" man, he had 
served as Gen. Henry W. Halleck's chief of cavalry in 
1862. Prior to the Red River Campaign, in which he had 
helped save the Union army from disaster, he had com- 
manded a division at Chickasaw Bayou and in Grant's 
Vicksburg Campaign. Cautious and methodical, Smith 
was unlikely to let himself be trapped by Forrest. 

Before taking the field, Smith saw that the railroad 
linking Memphis and La Grange was put back in opera- 
tion. On June 22 he began shuttling his infantry into 
camps in and around La Grange. Here he was joined by 
General Grierson and his cavalry. The troops remained 
on the railroad until July 5, while Smith and his generals 
brought up supplies and perfected their plans. 

Meanwhile, General Sherman had learned that the 
Confederates were rebuilding the railroad bridge across 
the Pearl River at Jackson, Miss. Fearing that they 
would use this line to reinforce Forrest in northeast 
Mississippi, he ordered Gen. Henry Slocum, command- 
ing at Vicksburg, to send a column to Jackson to keep 
the Confederates from repairing the railroad. Slocum 
occupied Jackson on July 5 and during the next 3 days 
his troops engaged two Confederate brigades near the 
town. In these bloody rights, the Federals suffered the 
heavier losses, but Sherman's strategy paid off — Forrest 
received no reinforcements from this area. 

In the meantime, a Federal amphibious force from 
Vicksburg had also been sent down the Mississippi and 
had gone ashore at Rodney. The Northerners drove in- 
land and on July 5 engaged another Confederate brigade 
in a battle at Coleman's Plantation. Again the North- 
erners had the worst of the righting, but more Confeder- 
ate troops were pinned down. 

Andrew J. Smith. Small, 
hardbitten, brusque, yet 
popular with his men and 
respected by his superiors, 
Smith was a corps com- 
mander temporarily de- 
tached from the Union 
Army of the Tennessee. 
Sherman ordered him "to 
pursue Forrest on foot, 
devastating the land over 
which he passed or may 
pass, and make him and 
the people of Tennessee 
and Mississippi realize 
that, although a bold, dar- 
ing, and successful leader, 
he will bring ruin and 
misery on any country 
where he may pause or 


Late on the afternoon of July 5, about the same time 
that Slocum's troops were occupying Jackson and while 
the fight at Coleman's Plantation was at its height, 
Smith's 14,000 men and 24 cannon took the field. Two 
days later, they closed in on Ripley and encountered a 
roadblock defended by two of Forrest's regiments. The 
Confederates were brushed aside, and Smith's army felt 
its way slowly and cautiously down the Pontotoc Ridge, 
halting on the evening of July 9 at New Albany. The 
weather was hot, the roads were dusty, and water was 
scarce. Many units straggled badly. Although the infan- 
try had not seen any more Confederates, the officers 
urged their men to be alert and keep a close watch on 
"the wagon train, the white canvas covers having always 
great attraction for Forrest's followers." 

Forrest's command was given little opportunity to 
celebrate Sturgis' defeat. Even before the shattered Fed- 
eral column reached safety, Confederate spies reported 
that Smith's troops had disembarked at Memphis. For- 
rest, headquartered at Tupelo, had maintained a close 
watch on Smith's activities and had kept Gen. S. D. Lee, 
informed on the Union buildup in and around La 
Grange. Lee decided to reinforce Forrest. Most of Gen. 
Philip D. Roddey's division was pulled out of north Ala- 
bama and rushed to Corinth and a mounted brigade 
joined Forrest from the Yazoo Country. The Confeder- 
ate commander in southwest Mississippi started another 
brigade, but recalled it when Slocum advanced on Jack- 
son. Five hundred heavy artillerists were issued rifle- 
muskets and rushed northward by rail from Mobile. Cav- 
alrymen with broken-down horses and mules were organ- 
ized by Forrest into a dismounted division. The addi- 
tion of these units increased the strength of Forrest's 


corps to 9,000 fighting men and 20 cannon. 

Smith's army was only one of several Union forces 
threatening General Lee's department. His commander 
at Mobile warned that Admiral Farragut had strength- 
ened his blockading squadron and that General Canby 
was massing troops at New Orleans; the Vicksburg Fed- 
erals had taken Jackson; while on the Tennessee River 
in north Alabama a Union raiding column was being or- 
ganized with its goal rumored to be the Selma arms fac- 
tories. Forrest, himself, was suffering from boils. 

On July 7, the day that Smith's vanguard broke the 
Confederate roadblock north of Ripley, S. D. Lee arrived 
at Forrest's headquarters. The two leaders decided to 
fortify a position covering Okolona, 18 miles south of 
Tupelo. There they would await attack, confident that 
Forrest's corps, fighting from behind earthworks, would 
maul Smith's infantry. Forrest would then counter- 
attack with mounted infantry and destroy Smith's army. 

To allow the Confederates time to throw up defenses 
and to bring Roddey's division down from Corinth, Gen- 
eral Forrest, who would be in tactical command, sent 
several brigades up Ellistown Road to delay the advance 
of Smith's columns. On July 8, however, he discovered 
that his scouts had been fooled, and that the Federals 
were coming down the Pontotoc Ridge. Two more bri- 
gades were ordered to the front, and Gen. James R. 
Chalmers, as he rode forward, was told to delay the 
Northerners until the Confederates could complete their 
preparations to meet them. When Forrest gave the word, 
Chalmers was to retire to Okolona, and let Smith's army 
come on. 

It took the Federals 2 days, July 10 and 11, to march 
from New Albany to Pontotoc, a distance of 20 miles. 


Smith, to guard against disaster, moved his army when- 
ever possible along parallel roads, so each column would 
be in easy supporting distance of the other. Large num- 
bers of skirmishers covered the front, flanks, and rear. 
Smith's vanguard on both days clashed with Confederate 
detachments, while one of Forrest's patrols on the 11th 
threatened to sweep down on the rearguard. 

Union soldiers on the evening of July 11 camped on 
the hills southeast of Pontotoc. Three of the roads lead- 
ing south and east from Pontotoc were guarded by four 
of Forrest's brigades; Tupelo Road was patroled by a rein- 
forced regiment. On the 12th, Smith rested his infantry, 
while General Grierson's cavalry scouted the roads. 

An Illinois cavalry regiment, advancing down Okolona 
Stage Road, was mauled by Confederates. Information 
brought in by the cavalry satisfied General Smith that 
the Southerners had concentrated to the southeast of 
Pontotoc, leaving Tupelo unprotected. He accordingly 
ordered his division and brigade commanders to have 
their men ready to march for Tupelo at daybreak on 
July 13. If he could get there ahead of Forrest, he would 
not only secure a lodgment on the Mobile & Ohio Rail- 
road, but he also would be able to choose his own ground 
and wait for the Confederates to attack him. 

Unknown to Smith, other events were helping to in- 
sure the success of his plans. Slocum, after returning to 
Vicksburg from Jackson, had been reinforced and was 
now sweeping through the countryside between the Big 
Black and Bayou Pierre, while Farragut continued to 
add to his strength off Mobile Bay. Lee knew that he 
would have to bring Smith to battle soon or withdraw 
units from Forrest's corps for the defense of Mobile and 
southwest Mississippi. Chalmers was now ordered to fall 


back and let Smith come on. But when reports filtering 
into headquarters seemed to indicate (erroneously) that 
the Federals were about to withdraw, Lee counter- 
manded the order and, on the afternoon of the 12th, he 
and Forrest started for Pontotoc with the units they had 
assembled on the approaches to Okolona. They reached 
the front late that night. 

As expected, much confusion resulted from the change 
in plans, and, on the morning of the 13th, when Smith 
started for Tupelo, the only Confederate force guarding 
the road was an understrength battalion which was 
brushed aside by an Iowa cavalry regiment. Early in the 
afternoon, Grierson's cavalry occupied Tupelo. Smith's 
infantry followed the horse soldiers. The wagon trains, as 
they rolled eastward, were well guarded. Colonel Bou- 
ton's black brigade watched the rear. 

When the Confederates advanced they found the 
Union camps abandoned. Lee and Forrest realized what 
had happened. After a hurried discussion, Lee sent For- 
rest with a reinforced brigade to assail the rear of 
Smith's column; Lee himself would take the rest of the 
troops eastward, sending columns northward across Chi- 
wapa Creek to strike the Federals in the flank. By at- 
tacking from two directions, he hoped to panic the 
Union infantry. 

Forrest and his column pounded through Pontotoc. 
During the afternoon, he launched a number of attacks 
on the Union rearguard. The blacks more than held their 
own, as they parried Forrest's savage lunges. Sweeping 
across Chiwapa Creek, Col. Edward Rucker's brigade 
assailed one of Gen. Joseph Mower's infantry units as 
it was passing Burrow's shop. After destroying several 
wagons, Rucker's men were driven off. At Coonewah 


Crossroads, 2 miles farther east, a fresh Confederate bri- 
gade charged toward the wagons and was routed by 
Mower's infantry. This defeat sapped the Southerners' 
vigor, and they made no further attempts to interfere 
with the march of Smith's infantry. 

The; day had gone extremely well for Smith, and if he 
and his officers congratulated themselves on the evening 
of the 13th, as their troops camped on the high ground 
west of Tupelo, they could be excused. They had stolen 
a march on Forrest and now held a strong position of 
their choosing. If the Confederates assaulted them here, 
they were confident that they could defeat them. 

The Confederates camped for the night several miles 
west of Harrisburg. While the pickets took position, 
Forrest and an aide rode out to reconnoiter the Union 
lines. Although challenged and fired upon, they escaped 
after accomplishing their mission. 

Generals Lee and Forrest held an early reveille on 
July 14. Covered by a strong force of skirmishers, the 
Confederates moved slowly forward. They had not gone 
very far when they encountered one of Grierson's 
mounted brigades that had ridden out Pontotoc Road to 
look for the enemy. Smith, on learning that the Confed- 
erates were advancing, called out his infantry. His bat- 
tleline was on the crest of a low ridge and formed a right 
angle several hundred yards north of Pontotoc Road. To 
the front, the ground was open, sloping down to a small 
creek, beyond which the country was an undulating 
woodland with scant undergrowth but heavily timbered. 
From Smith's line, which was slightly more than iy 2 
miles long, the distance to the edge of the timber in front 
varied with the meanders of the branch. If the Confed- 
erates attacked, they would be exposed to artillery and 

"Forrest seemed to know 
by instinct what was nec- 
essary to do. He was 
pleasant and companion- 
able when he was not dis- 
turbed, but no occasion 
ever arose which he was 
not master of. He fought 
to kill but he treated his 
prisoners with all of the 
consideration in his power. 
So he did his own men. 
But he wanted the latter 
for service, and not merely 
to count." 

Capt. James Dinkins, 
Forrest's Cavalry Corps 








Scale in Miles 


small-arms fire for distances varying from 300 to 1,000 
yards. Several regiments strengthened their position by 
throwing up barricades of fence rails. 

The Confederate leaders recognized the strength of 
the Union position, but Gen. S. D. Lee knew that Smith's 
force must be "dealt with vigorously and at once" so 
that he could redeploy his troops to reinforce the other 
portions of his department then under heavy pressure. 
After having decided to attack the Federals, Lee offered 
the command to Forrest, who declined. Lee answered, 
"If it is to be a fight, let us fight to the bitter end." 

The Confederate battle plan was simple: it called for 
a frontal assault on Smith's position to cover Roddey's 
division as it swept around to envelop the Federal left. 
Forrest would be in charge of the flanking force. 

While the brigade commanders were deploying their 
units, Confederate skirmishers drove in Grierson's horse 
soldiers, and the Confederate artillerists moved up 12 
cannon and bombarded the Federals. Union gunners re- 
plied. Meanwhile, General Smith, sensing that the Con- 
federates planned to turn his left, reinforced the troops 
holding that flank. 

There were no clouds, and by 8 a.m. the day was al- 
ready hot. Little rain had fallen during the past month 
and the ground was parched. The blades on the corn- 
stalks were twisted, the leaves were withering, the roads 
were deep in dust, and many of the smaller streams had 
ceased to flow. 

The three brigades Lee had marshaled north and 
south of Pontotoc Road attacked first. As the dis- 
mounted cavalrymen advanced, Col. Edward Crossland's 
Kentucky Brigade emerged from the timber and entered 
the cleared ground south of Harrisburg ahead of the 
other units. The Federals held their fire until the Ken- 


tuckians had closed to within 200 yards; then they 
opened "a most terrific fire of artillery and small-arms." 
The Kentuckians, despite heavy losses, pressed on; some 
of them were shot within 20 steps of Smith's battleline. 
The colors of the 12th Kentucky Cavalry were shredded; 
Col. W. W. Faulkner was wounded and his horse killed 
by an exploding shell, but he continued to advance until 
struck a second time. Seeing that the Southerners were 
starting to fall back, the Federals charged, sweeping the 
Kentuckians from the field. As they fled, some were 
heard to cry in despair, "My God! My God!" 

Immediately after the defeat of Crossland's troops, 
Col. H. P. Mabry's brigade assailed the sector defended 
by Mower's division, north of the Pontotoc Road. 
Although suffering heavy losses, the Confederates lodged 
themselves within 70 yards of the Federals. Col. Tyree 
Bell's Tennesseans now came out of the timber and bore 
down on Mower's left. Crashing volleys, delivered point- 
blank, halted them, and they took cover in a hollow. 

Meanwhile, Forrest was readying Roddey's division 
for a dash around the Union left. Seeing Crossland's 
brigade recoil in wild disorder, he recalled Roddey and 
rode to his left to rally the Kentuckians. The Confed- 
erate battle plan had now been ruined, and Lee called 
up Chalmers' division from the reserve. Chalmers, with 
Rucker's brigade, was rushed to the left. Storming for- 
ward, the brigade was mauled by Mower's bluecoats. 
Mower's division now counter-attacked and swept the 
three Confederate brigades from its front. 

By 11 a.m. the Federals had won the battle. Four of 
the seven brigades committed by the Confederates had 
been smashed. Lee and Forrest had withdrawn to 
re-form their units while troops that had not been en- 

" Soldiers! Amid your re- 
joicing do not forget the 
gallant dead upon these 
fields of glory. Many a 
noble comrade has fallen, 
a costly sacrifice to his 
country's independence. 
The most you can do is to 
cherish their memory and 
strive to make the future 
as glorious as you and 
they have made the past." 

Gen. Nathan Bedford Forrest 



gaged were busy throwing up fortifications. Smith, how- 
ever, did not press on to complete his victory and destroy 
his opponents. Instead, he recalled Mower's troops, after 
they had policed the field and brought in the wounded, 
and had the soldiers strengthen their position. 

The Confederates took advantage of this situation to 
recover the initiative. About dark, they drove back 
Union pickets near Harrisburg, while Forrest probed 
Smith's left. To turn back these thrusts, Smith assem- 
bled a formidable force. 

On the morning of July 15 Smith learned that rations 
and ammunition were short, and he decided to return to 
his base. The wagon train, escorted by one infantry divi- 
sion and a brigade of cavalry, started for La Grange via 
Ellistown Road. Before Mower's division and the rear- 
guard could move out, Forrest's horsemen dashed up 
Verona Road and attacked the Union left. Once again, 
they were repulsed. 

Soon thereafter, Lee discovered that the Federals were 
withdrawing from the area, and he placed Forrest in 
charge of the pursuit. Two brigades overtook Smith's 
rearguard before all the cavalry had crossed Oldtown 
Creek. A four-gun battery opened fire, panicking the 
horse soldiers, and Smith called for three infantry bri- 
gades to recross the stream. A desperate fight followed, 
in which Forrest was wounded. With their popular gen- 
eral out of action, the Confederates, although reinforced, 
were driven from the ridge commanding the Oldtown 
Creek crossing. 

The next day, Smith's column resumed its march. The 
Confederates followed as far as the Tallahatchie, but 
made no further attempts to harass the Federals. Smith's 
return march in terrible heat, along dusty roads, on half- 


rations, and with little water, was an ordeal which tested 
his soldiers* stamina. After an absence of 1 month, they 
were back in Memphis. Federal casualties in the cam- 
paign were 714 killed, wounded, or missing; the Confed- 
erates lost 1,326 killed and wounded, but made no report 
of their missing, which must have been numerous. 

Like most Civil War operations, the Tupelo Campaign 
did not result in the destruction of either army. This 
campaign, along with the Battle of Brices Cross Roads 
and A. J. Smith's August expedition to Oxford, Miss., 
which triggered Forrest's raid on Memphis, was signifi- 
cant to the success of Sherman's Georgia Campaign. As 
Union armies inched closer to Atlanta, it became appar- 
ent that Sherman had failed in his goal to destroy the 
Confederate Army of Tennessee. Atlanta now became 
his primary objective, and a series of savage battles of 
attrition were fought on the approaches to that strategic 
city. In this fighting, the security of the single-track rail- 
road over which Sherman supplied his armies was vital. 
Sherman therefore successfully employed columns oper- 
ating out of Memphis to keep Forrest and his corps 
occupied in North Mississippi, hundreds of miles away 
from the Federal supply line. If Forrest had been allowed 
to raid into Middle Tennessee prior to the fall of Atlanta 
on September 2, it could have had disastrous conse- 
quences for the Union. Although Smith failed to destroy 
Forrest's corps at Tupelo on July 14, he did break its 
combat effectiveness. Forrest would rally his horsemen 
for more daring raids, but never again would they be able 
to fight and defeat infantry. 

Brices Cross Roads National Battlefield Site and 
Tupelo National Battlefield are administered by the Na- 
tional Park Service, U.S. Department of the Interior. 
The Superintendent of Natchez Trace Parkway, whose 
address is Rural Route 5, NT-143, Tupelo, MS 38801, 
is in charge of both areas. 

As the Nation's principal conservation agency, the De- 
partment of the Interior has basic responsibilities for 
water, fish, wildlife, mineral, land, park, and recreational 
resources. Indian and Territorial affairs are Other major 
concerns of America's "Department of Natural Re- 
sources." The Department works to assure the wisest 
choice in managing all our resources so each will make 
its full contribution to a better United States — now and 
in the future. 

National Park Service 

George B. Hartzog, Jr., Director 

United States Department of the Interior 
Rogers C. B. Morton, Secretary 

For sale by the Superintendent of Documents, 
U.S. Government Printing Office 
Washington, D.C. 20402 - Price 70 cents 
Stock Number 2405-0285 



3 ElDfi DM735 211D